Edgar Filing: DUNCAN DAN L

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DUNCAN DAN L

2. Issuer Name and Ticker or Trading Symbol
Duncan Energy Partners L.P. [DEP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman

(Last)

(First)

(Middle)

1100 LOUISIANA STREET, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2009

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units Representing Limited Partnership Interests	06/15/2009		D⁽¹⁾		2,606,900	D	$ 15.36	34,726,987	I ⁽²⁾	By GTM
Common Units Representing Limited Partnership Interests	06/15/2009		D⁽¹⁾		5,393,100	D	$ 15.36	0	I ⁽³⁾	By EPO
Common Units Representing Limited Partnership Interests								103,100	I ⁽⁴⁾	By Duncan LLC
Common Units Representing Limited Partnership Interests								282,500	D ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUNCAN DAN L 1100 LOUISIANA STREET, SUITE 1000 HOUSTON, TX 77002	X	X	Chairman
Enterprise GP Holdings L.P. 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002		X
EPE Holdings, LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002				General Partner EPE
ENTERPRISE PRODUCTS PARTNERS L P 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002		X
ENTERPRISE PRODUCTS GP LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002				General Partner EPD
Enterprise Products Operating LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002		X
Enterprise Products OLPGP, Inc. 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002				Sole Manager EPO
Enterprise GTM Holdings L.P. 1100 LOUISIANA STREET: SUITE 1000 HOUSTON, TX 77002		X
Enterprise GTMGP, LLC 1100 LOUISIANA STREET; SUITE 1000 HOUSTON, TX 77002				General Partner GTM
Enterprise Products GTM, LLC 103 FOULK ROAD, SUITE 202 WILMINGTON, DE 19803				Sole Member GTM GP

Signatures

Stephanie C. Hildebrandt, (i) Attorney-in-Fact on behalf of Dan L. Duncan, and (ii) Vice President and Assistant Secretary of EPE GP, EPD GP, EPO GP, GTM GP		06/17/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Common units sold to the issuer pursuant to a Common Unit Purchase Agreement dated June 15, 2009. Common units beneficially owned by each of Mr. Duncan, Dan Duncan LLC ("Duncan LLC"), EPE Holdings, LLC ("EPE GP"), Enterprise GP Holdings LP ("EPE"), Enterprise Products GP, LLC ("EPD GP"), Enterprise Products Partners LP ("EPD") and Enterprise Products Operating LLC ("EPO") were sold by such director or director by deputization pursuant to Rule 16b-3(e).
(2)	These common units are owned directly by Enterprise GTM Holdings LP ("GTM"). EPO owns a 99% limited partner interest in GTM and Enterprise GTMGP, LLC ("GTMGP") owns a 1% general partner interest. GTMGP is a wholly owned subsidiary of Enterprise Products GTM, LLC, which is a wholly owned subsidiary of EPO. The ownership of EPO and entities above EPO is described in footnote 3. Mr. Duncan disclaims beneficial ownership of the DEP common units owned directly by GTM other than to the extent of his pecuniary interest.
(3)	These common units are owned directly by EPO. EPO is an indirect wholly owned subsidiary of EPD. The general partner of EPD is EPD GP, which is a wholly owned subsidiary of EPE. EPD GP owns a 2% general partner interest and related incentive distribution rights in EPD, and EPE owns approximately 3% of the outstanding common units of EPD as of June 17, 2009. The general partner of EPE is EPE GP, which is wholly owned by Duncan LLC. Mr. Duncan, Duncan LLC, and other affiliates of Mr. Duncan also collectively own approximately 78% of the outstanding units of EPE as of June 17, 2009. Accordingly, Mr. Duncan and his affiliates may be deemed to beneficially own the DEP common units owned directly by EPO.
(4)	These Common Units are owned directly by Duncan LLC. Mr. Duncan is the sole member of Duncan LLC.
(5)	The powers of attorney under which this form was signed are on file with the Commission.

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